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EX-31.2 - IndiePub Entertainment, Inc. | v187875_ex31-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
Amendment
No. 2
(Mark
One)
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended September 30, 2009
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from _____________ to ___________
Commission
file number 333-124829
ZOO
ENTERTAINMENT, INC.
(Exact
name of Registrant as Specified in Its Charter)
Delaware
|
71-1033391
|
(State
or other jurisdiction of incorporation or
organization
)
|
(I.R.S.
Employer Identification No.)
|
3805
Edwards Road, Suite 400,
Cincinnati,
OH
|
45209
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(513)
824-8297
|
(Registrant’s
telephone number, including area
code)
|
Indicate
by check mark whether the Registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes x No o
Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Accelerated
filer o
|
|
Non-accelerated
filer o
(do
not check if a smaller reporting company)
|
Smaller
reporting company x
|
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
As of
November 17, 2009, there were 65,710 shares of the Registrant’s common stock,
par value $0.001 per share, issued and 52,707 shares outstanding.
Explanatory
Note
Zoo
Entertainment, Inc. is filing this Amendment No. 2 (the “Amendment”) to its Form
10-Q for the quarter ended September 30, 2009 (the “Form 10-Q”) to correct an
inadvertent omission of certain language from paragraph 4 of the certification
of its Chief Financial Officer that was filed as Exhibit 31.2 to Amendment No. 1
to the Form 10-Q filed on June 4, 2010. No other change to the
previously filed certifications or to the Form 10-Q is intended to be made by
the filing of this Amendment.
PART
II - OTHER INFORMATION
10.1
|
Amendment
No. 3 to Senior Secured Convertible Note, dated as of August 31, 2009, by
and among Zoo Entertainment, Inc. and the holders of Notes set forth
therein.*
|
|
10.2
|
Note
Purchase Agreement Waiver and Consent, dated as of August 31, 2009, by and
among Zoo Entertainment, Inc. and the holders of Notes set forth therein.
*
|
|
10.3
|
Advance
Agreement, by and among Zoo Entertainment, Inc., Solutions 2 Go Inc. and
Solutions 2 Go LLC, dated as of August 31, 2009. *
|
|
10.4
|
Exclusive
Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions
2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009.
*
|
|
10.5
|
Exclusive
Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions
2 Go LLC, dated as of August 31, 2009. *
|
|
10.6
|
Warrant
to Purchase shares of Common Stock of Zoo Entertainment, Inc.
*
|
|
10.7
|
Amendment
1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and Mark
Seremet, dated as of August 31, 2009. *
|
|
10.8
|
Amendment
1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and
David Rosenbaum, dated as of August 31, 2009. *
|
|
10.9
|
Continuing
Personal Guaranty of Mark Seremet for the benefit of Solutions 2 Go Inc.
and Solutions 2 Go LLC, dated as of August 31, 2009. *
|
|
10.10
|
Continuing
Personal Guaranty of David Rosenbaum for the benefit of Solutions 2 Go
Inc. and Solutions 2 Go LLC, dated as of August 31, 2009.
*
|
|
10.11
|
Amendment
No. 4 to Senior Secured Convertible Note, dated as of October 6, 2009, by
and among Zoo Entertainment, Inc. and the holders of Notes set forth
therein. *
|
|
10.12
|
Amendment
No. 5 to Senior Secured Convertible Note, dated as of November 2, 2009, by
and among Zoo Entertainment, Inc. and the holders of Notes set forth
therein. *
|
|
31.1
|
Certification
of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley
Act of 2002. *
|
|
31.2
|
Certification
of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley
Act of 2002.†
|
|
32.1
|
Certification
by Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of
2002. *
|
*
Previously filed
† Filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated:
June 10, 2010
ZOO
ENTERTAINMENT, INC
|
||
/s/ Mark
Seremet
Mark
Seremet
President
and Chief Executive Officer
(Principal
Executive Officer)
|
||
/s/ David
Fremed
David
Fremed
Chief
Financial Officer
(Principal
Financial Officer)
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
10.1
|
Amendment
No. 3 to Senior Secured Convertible Note, dated as of August 31, 2009, by
and among Zoo Entertainment, Inc. and the holders of Notes set forth
therein.*
|
|
10.2
|
Note
Purchase Agreement Waiver and Consent, dated as of August 31, 2009, by and
among Zoo Entertainment, Inc. and the holders of Notes set forth therein.
*
|
|
10.3
|
Advance
Agreement, by and among Zoo Entertainment, Inc., Solutions 2 Go Inc. and
Solutions 2 Go LLC, dated as of August 31, 2009. *
|
|
10.4
|
Exclusive
Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions
2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009.
*
|
|
10.5
|
Exclusive
Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions
2 Go LLC, dated as of August 31, 2009. *
|
|
10.6
|
Warrant
to Purchase shares of Common Stock of Zoo Entertainment, Inc.
*
|
|
10.7
|
Amendment
1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and Mark
Seremet, dated as of August 31, 2009. *
|
|
10.8
|
Amendment
1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and
David Rosenbaum, dated as of August 31, 2009. *
|
|
10.9
|
Continuing
Personal Guaranty of Mark Seremet for the benefit of Solutions 2 Go Inc.
and Solutions 2 Go LLC, dated as of August 31, 2009. *
|
|
10.10
|
Continuing
Personal Guaranty of David Rosenbaum for the benefit of Solutions 2 Go
Inc. and Solutions 2 Go LLC, dated as of August 31, 2009.
*
|
|
10.11
|
Amendment
No. 4 to Senior Secured Convertible Note, dated as of October 6, 2009, by
and among Zoo Entertainment, Inc. and the holders of Notes set forth
therein. *
|
|
10.12
|
Amendment
No. 5 to Senior Secured Convertible Note, dated as of November 2, 2009, by
and among Zoo Entertainment, Inc. and the holders of Notes set forth
therein. *
|
|
31.1
|
Certification
of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley
Act of 2002. *
|
|
31.2
|
Certification
of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley
Act of 2002.†
|
|
32.1
|
Certification
by Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of
2002. *
|
*
Previously filed
† Filed
herewith